21 contribution contract are flexible and non-traumatic forms that protect the value of the company and ensure continuity in relations with customers and suppliers. The transactions, in their substance, are quite similar in that the purpose is the transfer of the business complex, i.e. the functioning whole of physical assets, intangibles, contracts and persons. The lease agreement The rationale underlying a lease agreement is that of a temporary transfer, during which the entrepreneur/founder continues to be involved in management. It is often aimed at a subsequent definitive transfer. This modality allows for a ‘soft’ transfer of businesses that, in the absence of generational change or interested heirs, would risk discontinuing their activity. The sale of a company The sale of a company, on the other hand, constitutes a more rapid transfer of ownership that can still allow the entrepreneur/founder to be part of the project in order to facilitate the transition. The success of an extraordinary transaction with third parties allows the transferring entrepreneur to obtain a higher financial reward. Often, in fact, the price of a divestiture can have a variable part linked to future results. The principle is simple: better future results lead to a higher overall price. A win-win logic for all parties involved. Contribution of a business The contribution of a company consists of transferring a branch of business or the entire business within a larger group in exchange for a company shareholding or partial monetisation in a mixed scheme. For example, if a business has an estimated value of one million euros and is transferred 100 per cent to a company with a countervalue of two million euros, the transferring entrepreneur will obtain 33 per cent of the aggregate value of the new entity (three million euros). Leaving to each specific case the technicalities of numbers, which vary from time to time and are also subject to negotiation, it is appropriate to focus on the purpose of this type of extraordinary transaction, which is to create a lasting corporate alliance. While maintaining the distinction between a majority shareholder and a minority shareholder, a context is built in which it is possible to share common structures, such as administration and technical offices, use standardised procedures, integrate advanced technologies, and streamline day-to-day operations, for example in plant management. In addition, aggregation allows for a stronger critical mass, which also improves the negotiating capacity with suppliers. Merger Merger implies a ‘corporate marriage’ scheme. Precisely because it unites two or more entities, it requires very strong uniting elements. From the consolidation of the units involved, a single entity will be born, with a single name and a single business designation. The economic and organisational prerequisites do not change with respect to other extraordinary transactions. What distinguishes the merger is its irreversibility. The strength of the merger lies in being a very direct and immediate scheme that, unlike other instruments, does not provide for a transition or accompanying period. STRATEGIC CHOICES, NOT TAX SHORTCUTS Extraordinary transactions, in conclusion, must be the instrument with which to implement entrepreneurial and business choices. People often confuse any fiscal or short-term benefits as the cornerstone and/or purpose of the extraordinary transaction itself. This approach is completely wrong because tax rules change from year to year and, unfortunately, such instability cannot support an industrial strategy that instead aims at growth over time and medium-term plans. Time focus is another essential element; extraordinary operations often lead to a journey with no return and must therefore be well assessed before they are launched. Here again, it is highly recommended that entrepreneurs and/or controlling shareholders obtain the support of different opinions, so as to have several supports analysing all facets of the proposed operation. Dialogue between sector ‘colleagues’ is also helpful, as is listening to the experiences of those who have followed the same path. On the other hand, if when faced with a health problem people turn to different doctors for a second and third opinion, why, for choices so vital for the future of their companies, should entrepreneurs not seek more technical opinions to find the best solution? * Chartered accountant, auditor, contract university lecturer TRANSFORMATIONS, DEMERGERS, ASSET STRATEGIES: EXTRAORDINARY TRANSACTIONS ARE KEY TOOLS FOR ADAPTING THE COMPANY TO THE PRESENT AND BUILDING ITS FUTURE
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